"Contract" means a contract for sale by Magazines International to the Customer of the products and/or services incorporating the Terms and Conditions.

2. FORMATION OF CONTRACT

2.1 No Contract shall come into existence until the Customer's order has been accepted by Magazines International. The Customer warrants that it is buying for its own internal use only and not for re-sale purposes.

2.2 The products sold and/or services rendered are subject to the Terms and Conditions to the exclusion of any other terms and conditions stipulated or referred to by Customer. The Customer acknowledges that it is aware of the contents of and agrees to be bound by the Terms and Conditions.

3. ORDERS, PRICE AND PAYMENT

3.1 Unless credit terms have been expressly agreed by Magazines International, payment for the products or services shall be made in full before physical delivery of products or services.

3.2 Customer shall pay for all shipping and handling charges.

3.3 Customer shall bear all country, provincial, government, state and local sales, use, goods and services, value added, excise, privilege and similar levies/taxes.

3.4 Time for payment is of the essence. Magazines International reserves the right to charge interest at the rate of 15% per annum on sums overdue.

4. SOFTWARE

4.1 All software provided is subject to the terms and conditions of the license agreement relating to that software. Customer acknowledges its obligations to abide by such license agreements. Customer acknowledges that Magazines International does not warrant any software under these Terms and Conditions. All software is warranted in accordance with the license agreement that governs its use.

4.2 All rights, title or interest in respect of the intellectual property rights in the software remain with Magazines International or the licensor of the software at all times.

5. TITLE AND RISK

Title to and risk in the products shall pass to the Customer upon delivery of the products to Customer. Title to those products, which are software, shall remain with the applicable licensor(s) at all times.

6. DELIVERY

6.1 Magazines International shall deliver the products to the place of delivery designated by Customer and agreed to by Magazines International.

6.2 Magazines International may, at its discretion, deliver the products by installments in any sequence. Where the products are so delivered by installments, each installment shall be deemed to be the subject of a separate contract and no default or failure by Magazines International in respect of any one or more installments shall vitiate the Contract in respect of products previously delivered or undelivered products.

6.3 Any dates quoted by Magazines International for the delivery of the products are approximate only and shall not form part of the Contract. Magazines International shall not be liable for any delay in delivery of the products and/or services, howsoever caused.

7. ACCEPTANCE OF PRODUCTS

Unless the Customer notifies Magazines International to the contrary on the day of delivery and such notification is confirmed in writing within two days, the products shall be deemed to have been accepted by the Customer as being in good condition and in accordance with the Contract. The Customer shall not be entitled to withhold payment of all or any of the price of the products whilst any claim is being investigated by Magazines International.

8. LIABILITY

8.1 Magazines International's total liability herein in respect of each event or series of connected events shall not exceed the total price paid for the purchase of products and/or services under these Terms and Conditions.

8.2 The Customer shall indemnify Magazines International and keep Magazines International fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or wilful misconduct of the Customer, its employees, agents or sub-contractors or by any breach of its contractual obligations arising out of these Terms and Conditions.

8.3 Magazines International and Customer agree that Magazines International will not be liable for products not being available for use, or for data or software which is lost, corrupted, deleted or altered. Magazines International shall not be liable to the Customer for any incidental, indirect, special or consequential damages arising out of or in connection with the purchase, use or performance of products or services, even if Magazines International has been advised of their possibility.

8.4 Any service response times stated by Magazines International in the service contracts are approximate only and Magazines International shall not be liable for any direct or indirect loss or damage arising from its failure to meet such response times, howsoever occasioned.

8.5 Any typographical, clerical or other error or omission in sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by Magazines International shall be subject to correction without any liability on the part of Magazines International.

9. FORCE MAJEURE

Neither party shall be liable for any delay in performing any of its obligations under these Terms and Conditions if such delay is caused by circumstances beyond the reasonable control of the party so delaying, and such party shall be entitled to a reasonable extension of time for the performance of such obligations.

10. GOVERNING LAW

These Terms and Conditions shall be governed by and construed in accordance with the laws of Hong Kong SAR and shall be subject to the non-exclusive jurisdiction of the courts of Hong Kong SAR.

11. GENERAL

11.1 The Customer shall not assign or otherwise transfer any Contracts or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of Magazines International. Any such unauthorized assignment shall be deemed null and void.

11.2 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provisions in question shall not be affected thereby.